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121624 HRA AgendaREGULAR HOUSING AND REDEVELOPMENT AUTHORITY MEETING RICHFIELD MUNICIPAL CENTER, COUNCIL CHAMBERS DECEMBER 16, 2024 7:00 PM Call to Order Open Forum Please refer to the HRA agenda and minutes web page for additional ways to submit comments. Appr oval of t he M inut es Approval of the minutes of the Regular Housing and Redevelopment Authority meeting of November 18, 2024. AGENDA APPROVAL 1.Approval of the Agenda 2.Consent Calendar contains several separate items which are acted upon by the HRA in one motion. Once the Consent Calendar has been approved, the individual items and recommended actions have also been approved. No further HRA action on these items is necessary. However, any HRA Commissioner may request that an item be removed from the Consent Calendar and placed on the regular agenda for HRA discussion and action. All items listed on the Consent Calendar are recommended for approval. A.Consideration of the approval of an Amendment to the Agreement with the Center for Energy and Environment to provide loan and remodeling advising services to Richfield homeowners for 2025. Staff Report No. 25 3.Consideration of items, if any, removed from Consent Calendar OTHER BUSINESS 4.Consideration of approval of a Funding Agreement in the amount of $750,000 with Hoptimistic LLC. Staff Report No. 26 HRA DISCUSSION ITEMS 5.HRA Discussion Items EXECUTIVE DIRECTOR REPORT 6.Executive Director's Report CLAIMS 7.Claims 8.A djournment Auxiliary aids for individuals with disabilities are available upon request. Requests must be made at least 96 hours in advance to the City Clerk at 612-861-9739. HOUSING AND REDEVELOPMENT AUTHORITY MEETING MINUTES Richfield, Minnesota Regular Meeting November 18, 2024 Chair Vrieze Daniels called the meeting to order at 7:00 p.m. in the Council Chambers. HRA Members Erin Vrieze Daniels, Chair; Mary B. Supple; Sean Hayford Oleary; Gordon Hanson; Present: John Young. HRA Members Absent: Staff Present: Melissa Poehlman, Executive Director; Hilary Lovelace, Housing Specialist; Mark McKinley, Administrative Assistant. OPEN FORUM Chair Vrieze Daniels noted the process of remote Open Forum participation has changed. Executive Director Poehlman explained remote participation can be requested by calling ahead with details provided after the participant contacts Housing and Redevelopment Authority (HRA) staff person via phone call or through the website. No residents participated in the Open Forum public comment opportunity. APPROVAL OF THE MINUTES MOTION: made by Hanson, seconded by Young to approve the minutes of the regular Housing and Redevelopment Authority Minutes from October 21, 2024. Motion carried: 5-0 ITEM #1 APPROVAL OF THE AGENDA MOTION: made by Supple, seconded by Young to approve the agenda. Motion carried: 5-0 ITEM #2 APPROVAL OF THE CONSENT CALENDAR Executive Director Poehlman presented the consent calendar. A. Consider the approval of a resolution accepting contributions for the 2024 Tour of Remodeled CALL TO ORDER Homes. (Staff Report No. 21) B. Consideration of a resolution authorizing the execution of the First Amendment to the Declaration of Covenants, Restrictions, and Easements between the Housing and Redevelopment Authority and Brixmor for the property at 140 – 66th Street West. (Staff Report No. 22) C. Consideration of the updated Richfield Housing and Redevelopment Authority Administrative Plan to conform with the new Housing Opportunity Through Modernization Act final ruling under the Section 8 Housing Choice Voucher Program. (Staff Report No. 23) MOTION: made by Young, seconded by Supple to approve the consent calendar items 2A-C. Motion carried 5-0 ITEM #3 CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM THE CONSENT CALENDAR None. ITEM #4 CONSIDERATION OF A HOUSING AND REDEVELOPMENT AUTHORITY LOAN FORGIVENESS POLICY Housing Specialist Lovelace presented a report highlighting changes from the previous year, noting an increase in requests for assistance and explained the loan forgiveness policy excludes loans with automatic forgiveness. Commissioner Hayford Oleary asked for clarification on language regarding HRA mortgages for deceased borrowers, with Housing Specialist Lovelace explaining a rise in dispossession requests from heirs, particularly in reverse mortgage cases. Executive Director Poehlman discussed the loan forgiveness policy's approval process. Commissioner Supple expressed support and inquired about handling forgivable loans and balances, with Executive Director Poehlman explaining that pro-rated forgiveness is provided when balances cannot be paid. Commissioner Hanson and Chair Vrieze Daniels supported the policy, with Poehlman agreeing to provide an annual report on new loans forgiven. MOTION: made by Supple, seconded by Hanson to adopt a resolution approving the Housing and Redevelopment Authority Loan Forgiveness Policy. Motion carried: 5-0 Commissioner Hayford Oleary sought clarification regarding subsidies being granted for unrelated financial hardships. Executive Director Poehlman assured the policy would apply only to clear cases, and noted any questionable cases would be reviewed by the HRA Commission. Commissioner Hayford Oleary thanked Poehlman for the explanation and confirmed his support for the policy. ITEM #5 HRA DISCUSSION ITEMS Chair Vrieze Daniels thanked staff for the work done related to the 2024 Tour of Remodeled Homes. ITEM #6 EXECUTIVE DIRECTOR’S REPORT Executive Director Poehlman referenced a memo related to the city’s decision regarding CDBG funds. ITEM #7 CLAIMS MOTION: made by Young, seconded by Hayford Oleary to approve the following claims: U.S. BANK 11/18/2024 HRA Checks: #37145 – 37163 $19.332.31 Section 8 Checks: #136251 - 136326 $205,541.64 TOTAL $224,873.95 Motion carried: 5-0 ITEM #8 ADJOURNMENT The meeting was adjourned by unanimous consent at 7:15 p.m. Date Approved: December 16, 2024 Erin Vrieze Daniels HRA Chair Mark McKinley Melissa Poehlman Administrative Assistant Executive Director AGENDA SECTION:Consent Calendar AGENDA ITEM #2.A. STAFF REPORT NO. 25 HOUSING AND REDEVELOPMENT AUTHORITY MEETING 12/16/2024 Julie Urban, Asst. Community Development DirectorREPORT PREPARED BY: EXECUTIVE DIRE CTOR RE VIEW: Melissa Poehlman, Executive Director 12/10/2024 ITEM FOR COUNCIL CONSIDERATION: Consideration of the approval of an Amendment to the Agreement with the Center for Energy and Environment to provide loan and remodeling advising services to Richfield homeowners for 2025. EXECUTIVE SUMMARY: The Housing and Redevelopment Authority (HRA) has contracted with the Center for Energy and Environment's Lending Center (CEE) to provide loan and remodeling advising services to Richfield residents since 2017. Approval of an Amendment to the Agreement is needed for CEE to continue providing services to Richfield homeowners. The proposed Amendment to the Agreement includes the following changes: 1.An extension of services through December 31, 2025. 2.A budget of $45,000 for the Interest Subsidy Program and $11,250 for the Remodeling Advisor Program. Costs for loan origination and remodeling adviser visits remain the same. RECOMMENDED ACTION: By motion: Approve an Amendment to the Agreement with the Center for Energy and Environment to provide lending and remodeling advising services for 2025. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT CEE's Lending Center has extensive experience in providing lending and remodeling services and offers these services to several communities in the metro area. Through October of 2024, CEE provided 22 remodeling advisor visits and originated three Fix-Up Fund loans. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Supporting homeowners in maintaining their homes helps facilitate the Strategic Plan initiative to maintain Richfield as an affordable place to live. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Extending the Agreement with CEE would enable the City to continue offering valuable remodeling resources to its residents and meet the Comprehensive Plan goal of supporting the rehabilitation and upgrading of the existing housing stock. D.CRITICAL TIMING ISSUES: The current Agreement with CEE will expire on December 31, 2024. An Amendment to the Agreement is necessary in order to continue offering lending and remodeling services to Richfield residents. E.FINANCIAL IMPACT: The HRA pays CEE a $5,000 administrative fee, a loan origination fee for each loan processed, and $250 for each remodeling advising visit. Funds are designated in the 2025 Budget for these expenses. HRA and Minnesota Housing funds are available to write down the Fix-Up Fund interest rate to three percent. The current amendment exceeds $50,000, requiring HRA approval. F.LEGAL CONSIDERATION: The HRA Attorney reviewed the original Agreement. ALTERNATIVE RECOMMENDATION(S): Decide not to approve the Amendment to the Agreement. PRINCIPAL PARTIES EXPECTED AT MEETING: N/A ATTACHMENTS: Description Type Amendment Contract/Agreement Exhibit A7- Guidelines Exhibit Exhibit B7 - Budget Exhibit AMENDMENT 7 to the LOAN ORIGINATION AGREEMENT Between HOUSING AND REDEVOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD And CENTER FOR ENERGY AND ENVIRONMENT City of Richfield Home Improvement Loan Program The Agreement made the 1st day of October, 2017 by and between the HOUSING AND REDEVOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, with offices at 6700 Portland Ave, Richfield, MN 55423, (the “Authority”), and the CENTER FOR ENERGY AND ENVIRONMENT, with its offices at 212 3rd Avenue North, Suite 560, Minneapolis, Minnesota 55401 (“CEE”) is hereby amended. Exhibit A6 shall be replaced by Exhibit A7 (attached) Exhibit B6 shall be replaced by Exhibit B7 (attached) Section 5. Term and Termination of the agreement shall read: 5.1 Unless earlier terminated as provided in the following paragraphs, this Agreement shall become effective on January 1, 2025 and continue through December 31, 2025. All other sections of the contract shall remain as written in the original and amended agreements. IN WITNESS WHEREOF, the parties hereunder set their hands as of the date written below: HOUSING AND REDEVOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD CENTER FOR ENERGY AND ENVIRONMENT By ___________________________ By __________________________ Date __________________________ Date _________________________ CEE # By ___________________________ TAX ID 41-1647799 Date __________________________ Exhibit A7 Page 1 Agreement between Richfield Housing and Redevelopment Authority and Center for Energy and Environment EXHIBIT A7 PROGRAM GUIDELINES This document includes guidelines for the MHFA Interest Subsidy Program Exhibit A7 Page 2 Agreement between Richfield Housing and Redevelopment Authority and Center for Energy and Environment RICHFIELD LOAN PROGRAM GUIDELINES The HOUSING AND REDEVELOPMENT AUTHORITY is making funds available for homeowners to assist with home maintenance and energy improvements. The Richfield Interest Subsidy Program is designed to supplement existing loan programs available from MHFA, CEE, private lenders, and other housing resources. This program is not intended to be the sole source of improvement funds available to the City. Center for Energy and Environment shall serve as the administrator for the Richfield Interest Subsidy Program and will secure the most beneficial financing based on the borrower’s needs independent of the funding source. Richfield Interest Subsidy Program Interest Rate: 3% fixed Amortization Type: Amortizing (Monthly Payments Required) Loan Amount: Minimum of $2,000 and Maximum of $35,000. Total Project Cost: The borrower must have sufficient funds necessary to cover the cost of the entire project (as outlined in the bid(s). Additional funds may come from personal savings, gifts, or other loan funds. Loan term: Generally, one year per $1,000 borrowed. This will be somewhat flexible depending on the size of the loan and the borrower’s ability to repay the loan. The minimum term is 1 year; the maximum term will be 15 years. Eligible Properties: 1-4 unit owner-occupied properties located within the geographical boundaries of the City of Richfield. Townhomes and Condominiums are eligible, subject to Association Bylaws. Properties may be held in a Contract for Deed. Ineligible Properties: Dwellings with more than 4 units, cooperatives, manufactured homes, time shares, properties held in the name of a trust and properties used for commercial purposes. Eligible Borrowers: All borrowers must be legal residents of the United States, as evidenced by a social security number, Including: U.S. Citizens, Permanent Resident Aliens, Non-Permanent Resident Aliens. TAX IDENTIFICATION NUMBERS (ITIN) ARE NOT ACCEPTABLE. Ineligible Borrowers: Including but not limited to: - Businesses, Foreign Nationals, Non-Occupant Co- Borrowers, and Properties held in the name of a trust. Exhibit A7 Page 3 Agreement between Richfield Housing and Redevelopment Authority and Center for Energy and Environment Ownership/Occupancy: Owner- occupied only. Loan - to - Value Ratio: The ratio of all loans secured by the property, including the new loan, should not exceed 110% of the property value. Half of the improvement value may be added to the initial property value. Income Limit: The property owner’s household income shall not exceed 115% of the HUD Regional Median Income based on household size or the MHFA income limit, whichever is less. Income for eligibility will be determined by the projected income for the next 12 months per MHFA guidelines... This limit adjusts annually. Debt - to - Income Ratio: Applicant must have the ability to repay the loan. An applicant who has a debt-to-income ratio more than 48% will be ineligible to receive financing. Credit Requirements: All borrowers must have a minimum credit score of 620 and: 1) All mortgage payments must be current and reflect no 30-day late payments history in the past 12 month period (without reasonable explanation) 2) All real estate taxes must be current. 3) No outstanding judgements or collections (excluding medical). 4) Bankruptcy must have been discharged for at least 18 months prior to loan closing. 5) The redemption period on prior foreclosures must have occurred at least 18 months prior to the loan application date. 6) Generally, no more than two 60-day late payments on credit report. Any 60 day late requires a documented explanation and reasonable reasons: medical, unemployment, divorce. 7) No defaulted government loans. Multiple Loans per Property: More than one loan per property is allowed, however, the outstanding balance(s) cannot exceed $35,000. Eligible Use of Funds: Same as the current MHFA guidelines Ineligible Use of Funds: Payment for work initiated prior to the loan being approved and closed, unless due to emergency. Recreation or luxury projects (pools, lawn sprinkler systems, playground equipment, saunas, whirlpools, etc.), furniture, non-permanent appliances, and funds for working capital, debt service, homeowner labor or refinancing existing debts are NOT allowed. Bids: Only one bid/estimate is required. All contractors must be properly licensed. Sweat Equity / Homeowner Labor: Work may be performed by property owners on a “sweat equity” basis. Loan funds may be used only for the purchase of materials. Loan funds cannot be used to rent tools/ equipment or compensate for labor. The property owner will provide evidence to CEE that they have the ability to complete the work and complete a Homeowner Labor Agreement. Remodeling Advisor Visit (RAV): The Remodeling Advisor Visit provides rehabilitation and/or remodeling advice upon request of the resident. The intent is to help residents improve their homes by providing technical assistance before and during the bidding and construction process. All homeowners are eligible for this service regardless if applying for the Richfield Interest Subsidy Program or not. This visit is not required. Loan Security: Determined by MHFA requirements. Exhibit A7 Page 4 Agreement between Richfield Housing and Redevelopment Authority and Center for Energy and Environment Borrower Fees: Borrower will be responsible for a 1% Origination Fee (which may be financed), mortgage filing and service fees, flood certificate fee, credit report fee, document preparation fee and any other applicable closing fees. Underwriting Decision: Applicants must have acceptable credit history. CEE will approve or deny loans based on a credit report, income verification and other criteria as deemed necessary through CEE’s underwriting guidelines. CEE’s decision shall be final. Work Completion: All work must be completed within 9 months of the loan closing. General Program Conditions Application Processing: Loans will be distributed on a first come first serve basis as borrowers qualify. Applicants must provide a completed application package including the following in order to be considered for funding.  Completed and signed application form  Proof of income  Proof of Identity (drivers license, passport, etc.)  Bids or estimates for proposed projects  Other miscellaneous documents that may be required. Program Costs: Loan origination, interest subsidy and remodeling advisor visit fees will be paid out of the Program Budget. Loan program marketing efforts will be billed directly to the City of Richfield and is a separate expense should the city choose to commission CEE for marketing support. Total Project Cost: It is the borrower’s responsibility to obtain the amount of funds necessary to finance the entire cost of the work. In the event the final cost exceeds the original loan amount, the borrower must obtain the additional funds and show verification of the additional funds in order to be approved for the loan. Disbursement Process: Funds are disbursed to the borrower(s) Exhibit B7 EXHIBIT B7 TOTAL PROGRAM BUDGET $56,250 RICHFIELD LOAN PROGRAM BUDGET A.MHFA Interest Subsidy Program Budget Allocation (includes Annual Administration Fee and Interest Subsidy): Remodeling Advisor Visit Budget: 2025: $45,000 2025: $11,250 Budget Notes: 1.CEE shall submit monthly invoices for loan program and administrative fees for that period. 2.Services performed by CEE will be funded from the Total Program Budget as stated above and paid in accordance with the following schedule. (1)Annual Administration Fee $5,000 (2) MHFA Interest Subsidy $varies on loan amount and term (3)Remodeling Advisor Visit $250.00 per visit The Annual Administration Fee shall be payable on January 1st of each year the contract is active. 3.Marketing Marketing efforts will be supported by CEE and marketing costs are not included in the administrative budget. Hourly rates are inclusive of all overhead expenses and will be charged only for hours directly related to the labor of all program marketing. CEE will also be reimbursed by City of Richfield for any non-labor, out-of-pocket expenses relating to these services on a dollar-for-dollar basis. AGENDA SECTION:OTHER BUSINESS AGENDA ITEM #4. STAFF REPORT NO. 26 HOUSING AND REDEVELOPMENT AUTHORITY MEETING 12/16/2024 Jan Youngquist, Economic Development ManagerREPORT PREPARED BY: EXECUTIVE DIRE CTOR RE VIEW: Melissa Poehlman, Executive Director ITEM FOR COUNCIL CONSIDERATION: Consideration of approval of a Funding Agreement in the amount of $750,000 with Hoptimistic LLC. EXECUTIVE SUMMARY: Hoptimistic LLC (Developer), an affiliate of Luce Line Brewing, is under contract to purchase the remaining Lyndale Gardens redevelopment parcel and the adjacent amphitheater located at 64th Street West and Lyndale Avenue South (Property). The Property has been vacant and identified for redevelopment for more than 10 years. The Developer is requesting assistance from the Housing and Redevelopment Authority (HRA) in the amount of $750,000 to facilitate land acquisition and development of the Property. The Developer is proposing to construct an approximately 7,500 square foot building that will include a food hall restaurant, taphouse, and private event space along with a patio overlooking Richfield Lake (Development). The food hall concept includes space for three food vendors with a shared kitchen, providing an opportunity for food truck owners to expand their business to a bricks and mortar location. The Developer plans to serve beer produced at its existing brewery in Plymouth, as well as wine and craft cocktails. No brewing would be done on site. Costs associated with the Development are estimated to be approximately $4,900,000 for land acquisition, development and startup costs. Due to high construction prices as well as the costs associated with opening a restaurant, the Development is not financially feasible without the requested assistance from the HRA. Therefore, the Developer is seeking approval of the Funding Agreement prior to proceeding with a land use application. If the Funding Agreement is approved by the HRA, the Project will go through a separate land use approval process in 2025. In 2022, the HRA and City Council approved a Spending Plan in accordance with the temporary authority that was provided by the Legislature to use unobligated tax increment from existing Tax Increment Financing (TIF) Districts to help stimulate private development that would not otherwise occur without assistance. Priority for funding was placed on goals identified in the Strategic Plan, including a vibrant downtown and increased diversification of the tax base through commercial development. The attached Funding Agreement proposes to use Spending Plan dollars to provide the requested assistance for the Development. The assistance would be in the form of a no-interest forgivable loan that would be provided when the Developer closes on the Property and forgiven when the Developer obtains a Certificate of Occupancy for the Development. The funds must be expended and construction must commence before December 31, 2025. RECOMMENDED ACTION: 12/11/2024 By motion: Approve a Funding Agreement in the amount of $750,000 with Hoptimistic LLC for development of a restaurant and taphouse at Lyndale Gardens. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT The Lyndale Garden Center closed its doors in 2006. The site was purchased by The Cornerstone Group in 2011 and a Planned Unit Development (PUD) including housing, a grocery store, 9,000 square feet of retail space, 2,600 square feet of restaurant, and an outdoor activity space was approved by the City Council (Council) in March 2013. In December 2013, the Council approved an amendment to the PUD which allowed up to 7,000 square feet of restaurant space on the Property. The Lakewinds Food Co-op opened for business in 2014 on the south half of the Lyndale Gardens site. The amphitheater and other quasi-public amenities, including a connection to the Richfield Lake path, were completed in 2017. In 2018, the Council approved an amendment to the PUD, which included approximately 6,000 square feet of retail space on the Property that would coordinate with the already-constructed adjacent outdoor activity space and amphitheater. The Henley Apartments and Lakeside at Lyndale condominiums were completed in 2020. The final phase of the overall Lyndale Gardens redevelopment calls for a commercial use on the Property. Benefactor Brewing submitted a proposal to develop a microbrewery and taproom on the Property in 2021. In August 2021, the HRA approved a Contract for Private Development (CPD) with Benefactor Brewing LLC, which stated that the HRA would provide a forgivable loan of up to $500,000 for the development. The CPD was not executed, as Benefactor Brewing withdrew its proposal to develop the Property. In November 2022, the HRA adopted a Spending Plan that would utilize unobligated tax increment to provide assistance for private development that consisted of construction or substantial rehabilitation of buildings and would create or retain jobs, including construction jobs. Over the last two years, staff has had conversations with various parties interested in developing housing, medical offices, daycares, and drive-thru coffee shops on the Property. These proposed uses did not demonstrate how they would coordinate with the adjacent outdoor activity space and amphitheater, as called for in the PUD. To incentivize redevelopment of an active commercial use on the site, the HRA entered into a Memorandum of Understanding (MOU) with the owner of the Property, Lyndale Gardens LLC, in November 2023. The MOU stated that the HRA would consider providing financial assistance of up to $500,000 toward capital costs for a development that meets several of the HRA’s goals for the site (as described in the attached document). The HRA held a closed work session on September 16, 2024 to discuss potentially purchasing the Property but did not direct staff to pursue land acquisition discussions with Lyndale Gardens LLC. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS The Strategic Plan places a priority on Community Development and identifies a vibrant downtown as a desired outcome, by proactively marketing downtown and increasing the number of businesses. The Strategic Plan also calls for increased diversification of the tax base through commercial development. In 2022, the HRA and Council adopted the Spending Plan to specifically advance this goal. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): The 2040 Comprehensive Plan (Comp Plan) guides the Property and surrounding area as Mixed Use with the intent of creating a city center that would serve as a downtown. The Comp Plan states that the city center is expected to include a mix of residential (50%), shopping, recreational, and business uses (50%). The 2013 Lakes at Lyndale Connectivity Plan (Connectivity Plan) provides guidance for the connections and improvements through the downtown area to promote a more livable and thriving community. The Connectivity Plan recommends that a pedestrian and visual connection between Lyndale Avenue and Richfield Lake be provided through the Property as a gateway to the adjacent outdoor activity and recreational space. The amended Lyndale Gardens PUD that was approved by the Council in 2018 called for approximately 6,000 square feet of retail space on the Property that would coordinate with the already- constructed adjacent outdoor activity space and amphitheater. In 2021, the S tate L egislature provided temporary authority to use unobligated tax increment from existing TIF D istricts to help stimulate private development that would not otherwise occur without assistance prior to D ecember 31, 2025. The S pending P lan that was adopted by the HRA and C ouncil in 2022 placed a preference on providing funding assistance for projects that help meet priorities from the S trategic P lan, including a vibrant downtown that includes both housing and businesses and an increased tax base through redevelopment that advances the C omp P lan. D .C R IT IC AL T IMIN G IS S U E S: The D eveloper plans to close on acquisition of the property in S pring 2025, contingent on obtaining land use approvals for the D evelopment. The D evelopment is not feasible without financial assistance; therefore the D eveloper is seeking approval of the F unding A greement prior to proceeding with a land use application. In accordance with state law, projects receiving financial assistance through the S pending P lan must commence prior to D ecember 31, 2025. E .F IN AN C IAL IMPAC T: F inancial assistance in the amount of $750,000 will come from unobligated tax increment as identified in the S pending P lan adopted by the HRA and C ouncil in 2022. F.L E GAL C ON S ID E R AT ION: E hlers, the HRA’s financial advisor, reviewed the D eveloper’s financial assistance request and determined that it meets the requirements of the S pending P lan and the temporary authority provided through MN S tatute 469.176 S ubd. 4n. The attached F unding A greement was drafted by the HRA A ttorney. ALTE R N AT IV E R E C O MME N D ATIO N(S): Approve with revisions to the Funding Agreement. Do not approve the Funding Agreement. P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: Tim Naumann, owner of Luce Line Brewing AT TAC H ME N T S: D escription Type F unding A greement C ontract/A greement L ocation and C omp P lan Map B ackup Material HRA Goals for Redevelopment B ackup Material P roject L etter and C oncept P lans B ackup Material 395323v2 JAE RC125-320 1 FUNDING AGREEMENT THIS FUNDING AGREEMENT (the “Funding Agreement”), made and entered into as of the 16th day of December, 2024 by and between, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a Minnesota public body corporate and politic (the “Authority”) and Hoptimistic LLC, a Minnesota limited liability company (the “Developer”). BACKGROUND On November 21, 2022 and December 13, 2022, the Board of the Authority and the Richfield City Council, respectively, approved a spending plan (the “Spending Plan”) which authorizes the Authority to expend current cash balances on hand from three tax increment districts for development activities which will create or retain jobs and which are commenced not later than December 31, 2025. Pursuant to the Spending Plan, the Authority is authorized to spend Unobligated Tax Increments (as defined in the Spending Plan) for any private development in the City for which the Authority finds that the private development will create or retain jobs (including construction jobs); that the private development will commence before the required date and that such construction would not have commenced before the required date without the assistance under the Spending Plan. The Developer has requested assistance from the Authority in the amount of $750,000 to assist in the financing of land acquisition and construction of a food hall restaurant and taphouse on property located in Richfield, Minnesota (the “City”), legally described in the attached Exhibit A (the “Property”). The Developer will commence development activities on the Property, as described in the attached Exhibit B, following the purchase of the Property, and prior to December 31, 2025. The Property has been vacant for a significant period of time and in order to cause the Property to be redeveloped in a manner that furthers the goals in the City’s Comprehensive Plan, the 2023-2026 Strategic Plan, and other City plans and objectives, the Authority has agreed to grant the Developer’s request and provide such funding in accordance with the terms herein. NOW THEREFORE, in consideration of the mutual covenants and undertaking and understandings of the parties, the sufficiency of which is hereby acknowledged, the parties agree as follows: I. ASSISTANCE PROVIDED 1.01 Authority Funding of Certain Activities. The Authority agrees to provide funds to the Developer in the amount of up to $750,000 to assist the Developer in the land acquisition and development of the Property. The funds will be provided to the Developer at the closing on the Developer’s purchase of the Property upon the Authority being reasonably satisfied, based on evidence from the Developer, that: 395323v2 JAE RC125-320 2 (i)the Developer has sufficient additional funds, including Developer equity, to pay the full purchase price for the Property; (ii)the Developer has or will obtain sufficient funds, including Developer equity, to pay the cost of the development activities described on the attached Exhibit B, and has or will enter into contracts providing for such work; (iii)the Developer has received land use entitlements from the City for the development activities described on the attached Exhibit B; (iv)the development activities will create or retain jobs, including construction jobs; (v)the jobs described in Section 1.08 will be created during the completion of the development activities described in Exhibit B; (vi)construction will commence before December 31, 2025, and would not have commenced before that date without the assistance; and (vii)the funds will be expended for acquisition or development activities prior to December 31, 2025. 1.02 Source of Assistance. The financial assistance provided hereunder (the “Assistance”) is from the sources identified in the Spending Plan approved by the City Council on December 13, 2022, and approved by the Board of the Authority on November 21, 2022, and from no other source. Neither the City nor the Authority shall have any obligation to provide funds beyond the amounts available under the Spending Plan. 1.03 Form of Assistance. The Assistance will be provided in the form of a loan in the principal amount of $750,000. The loan shall not accrue interest. 1.04 Loan, Release. The loan will be released and forever discharged upon: (i)the Developer providing the Authority with sufficient evidence that the development activities described in Exhibit B have been completed as certified by the City Building Official; and (ii)the Developer providing the Authority with written evidence, in the form of a certificate from the construction manager of the development activities, that the jobs described in Section 1.08 were created. (iii)the Developer providing the Authority with evidence satisfactory to the Authority Executive Director that all contractors, subcontractors, and project laborers have been paid. Upon satisfaction of these requirements, the Authority will provide the Developer with an instrument in recordable form discharging and releasing any mortgage described in Section 1.05 below, to be recorded at Developer’s expense. 1.05 Loan, Security. The loan will be secured by a mortgage in substantially the form of the attached Exhibit C. The mortgage will be initially recorded by the Developer against the Property at Developer’s expense. 395323v2 JAE RC125-320 3 1.06 Security, Subordination. The Authority acknowledges that its mortgage on the Property in the amount of $750,000 will be subordinate to the lien of a loan provided to the Developer for the acquisition and development of the Property. 1.07 Assistance not a Business Subsidy. The parties acknowledge that the assistance provided by the Authority to the Developer under this Funding Agreement is not a business subsidy pursuant to Minnesota Statutes, Sections 116J.993 to 116J.995 (the “Business Subsidy Act”). 1.08 Job Creation Requirement. The Developer has agreed to cause the creation of at least 10 new full-time equivalent construction jobs at the Property. 1.09 Developer Covenant Regarding Assistance. The Developer acknowledges that it would not have commenced the acquisition and development of the Property at this time without the assistance provided pursuant to this Funding Agreement. II.ADDITIONAL PROVISIONS 2.01 Conflict of Interests; Authority Representatives Not Individually Liable. The Authority and the Developer, to the best of their respective knowledge, represent and agree that no member, official, or employee of the Authority shall have any personal interest, direct or indirect, in the Funding Agreement, nor shall any such member, official, or employee participate in any decision relating to the Funding Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No member, official, or employee of the Authority shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Authority or County or for any amount which may become due to the Developer or successor or on any obligations under the terms of the Funding Agreement. 2.02 Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the development activities provided for in this Funding Agreement it will comply with all applicable federal, state and local equal employment and non-discrimination laws and regulations. 2.03 Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of the Funding Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 2.04 Notices and Demands. Except as otherwise expressly provided in this Funding Agreement, a notice, demand, or other communication under the Funding Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a)in the case of the Developer, is addressed to or delivered personally to the Developer at: 395323v2 JAE RC125-320 4 Hoptimistic LLC 13420 35th Place North Plymouth, MN 55441 Attn: Anne K. Naumann (b)in the case of the Authority, is addressed to or delivered personally to the Authority at: Housing and Redevelopment Authority 6700 Portland Avenue South Richfield, MN 55423 Attn: Executive Director or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. 2.05 Counterparts. This Funding Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 2.06 Recording. The Authority may record a memorandum of this Funding Agreement and any amendments thereto with the Hennepin County recorder. The Developer shall pay all costs for recording. 2.07 Costs of Authority. Prior to the Authority providing the assistance to the Developer described in Section 1.01, the Developer shall pay the Authority for all costs and expenses incurred by the Authority to provide such assistance, including administrative costs, attorney’s fees and expenses. (The remainder of this page is intentionally left blank.) 395323v2 JAE RC125-320 S-1 IN WITNESS WHEREOF, the Authority has caused this Funding Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Developer has caused this Funding Agreement to be duly executed in its name and behalf as of the date first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA By: Its: Chair (SEAL) By: Its: Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2024, by Erin Vrieze Daniels, the Chair of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the Authority. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ___________, 2024, by Melissa Poehlman, the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the Authority. Notary Public 395323v2 JAE RC125-320 S-2 Execution page of the Developer to the Funding Agreement, dated the date and year first written above. HOPTIMISTIC LLC By: Its: Managing Member STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ___________, 2024, by Anne K. Naumann, the Managing Member of Hoptimistic LLC, a Minnesota limited liability company, on behalf of the Developer. Notary Public 395323v2 JAE RC125-320 A-1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY TO BE ACQUIRED Parcel 1: Lot 3, Block 1, Lyndale Gardens 2nd Addition. Parcel 2: Outlot B, Lyndale Gardens. 395323v2 JAE RC125-320 A-1 EXHIBIT B DEVELOPMENT ACTIVITIES Development of an approximately 7,500 square foot building that will include a food hall restaurant, taphouse, and private event space; a patio overlooking Richfield Lake; and associated site improvements. The development will not include onsite brewing facilities. 395323v2 JAE RC125-320 B-1 EXHIBIT C MORTGAGE P. O. Box 198 Kennedy & Graven This Indenture made this ______ day of __________, 2024, between HOPTIMISTIC LLC, a Minnesota limited liability company, Mortgagor, and THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA, a Minnesota public body corporate and politic under the laws of the State of Minnesota, Mortgagee. Witnesseth: That the said Mortgagor, in consideration of the sum of One ($1.00) Dollar and other good, valuable and sufficient consideration, the receipt whereof is hereby acknowledged, does hereby Grant, Bargain, Sell, and Convey unto the said Mortgagee, its successors and assigns, Forever, all the tracts or parcels of land lying and being in the County of Hennepin and State of Minnesota, described as follows, to-wit: Lot 3, Block 1, Lyndale Gardens 2nd Addition. To Have and to Hold the Same, Together with the hereditaments and appurtenances thereto belonging to the said Mortgagee, its successors and assigns, forever. And the said Mortgagor, for itself, and its successors and assigns, does covenant with the said Mortgagee, its successors and assigns, as follows: That it is lawfully seized of said premises and has good right to sell and convey the same; that the same are free from all encumbrances, save and except reservations, restrictions and easements of record; that the Mortgagee, its successors and assigns, shall quietly enjoy and possess the same; and that the Mortgagor will Warrant and Defend the title to the same against all lawful claims not hereinbefore specifically excepted. Provided, Nevertheless, That if said Mortgagor, its successors and assigns, shall keep and perform each and every one of its obligations under and pursuant to Section 1.04 of that certain Funding Agreement dated as of ___________, 20___ (the “Contract”), made and entered into between Mortgagor and Mortgagee, and shall keep and perform all the covenants and agreements herein contained, then this deed to be null and void, and to be released at the Mortgagor's expense. This Mortgage secures a principal debt in the amount of Seven Hundred and Fifty Thousand Dollars ($750,000) payable by Mortgagor to Mortgagee under the terms of the Contract, and amendments thereto, between Mortgagor and Mortgagee. And the Mortgagor, for itself, and its successors and assigns, does hereby covenant and agree with the Mortgagee, its successors and assigns, to perform its obligations as above specified, to pay all taxes and assessments now due or that may hereafter become liens against said premises at least ten (10) days before penalty attaches thereto; to pay, when due, both principal and interest of all prior liens or encumbrances, and to keep said premises free and clear of all other liens or encumbrances; to commit or permit no waste on said premises and to keep them 395323v2 JAE RC125-320 B-2 in good repair; to complete forthwith any improvements which may hereafter be under course of construction thereon, and to pay any other expenses and attorneys' fees incurred by said Mortgagee, its successors or assigns, by reason of litigation with any third party for the protection of the lien of this Mortgage. That Mortgagor, does further covenant and agree that if any lien for labor, skill or material shall be filed for record during the life of this Mortgage, upon or against the premises hereby mortgaged, the said Mortgagor will, within thirty (30) days after the date of its filing for record, either pay off the said lien and secure its satisfaction of record, or will protect the Mortgagee against any loss or damage growing out of its enforcement, by furnishing a bond for the same amount in the form and with the sureties to be approved by the Mortgagee. In Testimony Whereof, the said Mortgagor has hereunto set its hand the day and year first above written. HOPTIMISTIC LLC By: Its: STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ___________, 20__, by _______________________, the __________________ of Hoptimistic LLC, on behalf of the Developer. (Notary Stamp or Seal) Notary Public This Instrument was drafted by: Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402-1299 (612) 337-9300 COLFAX AVE SDUPONT AVE SBRYANTAVES65TH ST WALDRICH AVE S64TH ST W MILDRED DR 63RD ST W L Y N D A L E AVE S HARRIET AVERAE DR NB I 35W T O E B H W Y 6 2 RichfieldLake ± 2040 Comprehensive Plan Designation I:\GIS\Community Development\Case Maps\2024\Luce Line Lyndale Gardens Site.mxd 2040 Planned Land Use Mixed Use Comm unity Commercial High Density Residential Medium D ensity Residential Low Density Residential Park Right-of-Way (ROW) Lyndale Gardens Site 0 310 620155ft Lakewinds Food Co-op The HenleyApartmentsLakeside at LyndaleCondominiums Amphithea ter Subject Pro perty ! A-2 Establishes uses (or a mix of uses) such as a restaurant, brewpub, coffee shop, retail store or experiential/activity-based business. Recognizes and elevates the site’s importance as a gateway to Richfield Lake, whose natural and recreational amenities serve as a centerpiece of the Lakes at Lyndale downtown area. Includes a well-designed building and an inviting patio space that overlooks Richfield Lake and the adjacent amphitheater. Provides visual and pedestrian connections from Lyndale Avenue to the amphitheater and the existing paths at Richfield Lake Park. Embraces Richfield’s certification as a Silver-Level Bicycle Friendly Community by the League of American Bicyclists and the site’s proximity to adjacent bicycle routes by providing ample bicycle parking for employees and guests. Activates the west and southwest portions of the property that are adjacent to the amphitheater and existing pergola-covered seating area by providing outdoor gathering spaces and including a pedestrian connection along the “dogleg” portion of the property to the Lakewinds Co-op site. Complements and builds off the existing public art in the area. This could be achieved through art installations such as murals, sculpture, an artistic gateway feature, or other forms of public art. The City of Richfield will consider adding any public art on the site to the City’s Public Art Walking Tour. EXCERPT FROM NOVEMBER 2023 MEMORANDUM OF UNDERSTANDING BETWEEN HRA AND LYNDALE GARDENS, LLC HRA FINANCIAL CONSIDERATIONS AND GOALS FOR REDEVELOPMENT OF THE LYNDALE GARDENS COMMERCIAL PARCEL The Richfield HRA will consider contributing up to $500,000 toward capital costs and providing a 50% financial match for up to four (4) Sewer Availability Charge (SAC) fees to help facilitate a commercial development on the site that serves as a destination where people can eat, shop, or gather. A project receiving financial assistance should help achieve several of the following goals for redevelopment of the site: LUCE·LINE BREWING CD. Richfield Housing and Redevelopment Authority 6700 Portland Avenue Richfield, MN 55423 Dear Commissioners, November 11, 2024 Luce Line Brewing was established on November 20th , 2020. We set out to make great beer and be a gathering place for the community, like an English Pub, where all are welcome. Our beer is solid ... some even suggest it is great. We are pleased that the Minnesota Brewers Guild has made Foggy Bottom Hazy IPA and New Zealand Joy Ride award winning beers through their annual contest. Even more appreciated is that our customers are confident they can explore our wide range of beers knowing each will be true to st yle and taste great. One recently exclaimed "this is the best beer I have ever had in my life. Then recanted saying, no, on second thought, I better get a second just to confirm." Our brand is authentically Minnesotan and reflects the passions of our customers. We care about our families and neighbors and believe in giving back to the community. We currently host a beer club, bike club, running club, and book club with a variety of other neighborhood groups who meet at the brewery regularly. We have raised and helped to raise over $300,000 for local charities since we started and actively look for ways to engage through local philanthropy. We harvest our own honey from the apiary on the roof of our brew house. We use it to make delicious beer and raise awareness of the importance of pollinators. We host a wide range of events on a regular basis like trivia, cribbage, puzzle nights, or comedy nights. Other times, it can be special occasion events such as Hot Dish Night or Chinese New Year. Finally, we are working to create destination events, like Oktoberfest and our Summer Bike Rally. Who we are is anchored in the concept of being Minnesotan and doing good, and fluid to the interests and passions of our ever-growing and changing customer base. Our vision for Richfield is informed by and leverages our first location and the amenities of the new location. We will offer great beer and become the living room of Richfield being the place where all belong. We will continue to do good within the community, connecting charitably. We will also offer a range of clubs and ongoing activities. Finally, we will create destination events that are anchored in the concept of being Minnesotan and doing good, and fluid to the interests and passions of Richfield. Our tap house will be 7,500 square feet in its interior, with a patio area with an overlook of the lake both connected using glass garage doors for easy back and forth flow. The interior will have ample windows to bring the outside into the tap house and natural features of brick and wood to increase a feeling of comfort. A key component of the offering will be private event spaces that individually will hold up to SITE DATASTANDARD STALLS:HANDICAP STALLS:TOTAL STALLS:STALLS PER 1,000 SF:PARKING SUMMARYPARCEL AREA:IMPERVIOUS AREA:BUILDING:PAVEMENTS:TOTAL:PERVIOUS AREA:65 3 689.147,857 SF7,500 SF 16% 33,149 SF 69%40,649 SF 85%7,208 SF 15%PROPOSEDBUILD ING< SCALE IN FEET >60120300 4125 Lakeland Ave North Suite 200 Minneapolis, MN 55422 Phone: 763-533-7171 4125 Lakeland Ave North Suite 200 Minneapolis, MN 55422 Phone: 763-533-7171